SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2002 HOST MARRIOTT CORPORATION (Exact name of registrant as specified in its charter) Maryland 001-14625 53-0085950 (State of Incorporation) (Commission File No.) (IRS Employer Identification No.) 10400 Fernwood Road, Bethesda, Maryland 20817 (Address of principal executive offices, including Zip Code) Registrant's telephone number, including area code: (301) 380-9000
Item 4. Changes in Registrant's Certifying Accountant. On May 22, 2002, upon the recommendation of our Audit Committee, the Board of Directors dismissed Arthur Andersen LLP (Arthur Andersen) as our independent auditors and appointed KPMG LLP (KPMG) to serve as Host Marriott's independent auditors for the current fiscal year which ends on December 31, 2002. The change in auditors is effective May 22, 2002. Arthur Andersen's reports on our consolidated financial statements for each of the past two fiscal years did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles. During each of our two most recent fiscal years and through the date of this report, there were: (i) no disagreements with Arthur Andersen on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to Arthur Andersen's satisfaction, would have caused them to make reference to the subject matter in connection with their report on our consolidated financial statements for such years; and (ii) no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. We have provided Arthur Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated May 16, 2002, stating its agreement with such statements. During each of our two most recent fiscal years and through the date of this report, we did not consult KPMG with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K. Item 7. Financial Statements and Exhibits. (c) Exhibits. The following exhibits are filed with this report: Exhibit 16--Letter from Arthur Andersen LLP to the Securities and Exchange Commission dated May 22, 2002. Exhibit 99--Press Release dated May 24, 2002. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HOST MARRIOTT CORPORATION Date: May 24, 2002 By: /s/ Donald D. Olinger ---------------------------------- Donald D. Olinger Senior Vice President and Corporate Controller
Exhibit 16 May 22, 2002 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sir: We have read the first four paragraphs of Item 4 included in the Form 8-K dated May 22, 2002 of Host Marriott Corporation filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, /s/ARTHUR ANDERSEN LLP Copy to: Donald D. Olinger Senior Vice President and Corporate Controller Host Marriott Corporation
HOST MARRIOTT NEWS RELEASE 10400 FERNWOOD ROAD BETHESDA, MD 20817 Contact: Greg J. Larson Senior Vice President Investor Relations Host Marriott Corporation 301-380-2076 HOST MARRIOTT SELECTS KPMG AS INDEPENDENT AUDITOR BETHESDA, MD; May 24, 2002 - Host Marriott Corporation (NYSE:HMT), announced today that its board of directors has selected KPMG LLP as the company's independent auditor for 2002, replacing Arthur Andersen LLP. "After a careful review process, we are pleased to select KPMG LLP as our independent auditor, and look forward to working with them," said Christopher J. Nassetta, president and chief executive officer of Host Marriott Corporation. Prior to the appointment of KPMG LLP, Arthur Andersen had served as the company's independent accountants for many years. "We appreciate the dedication and professionalism Arthur Andersen brought to Host Marriott and thank both the firm and the individuals we have worked with, for their many years of service," added Mr. Nassetta. Host Marriott is a Fortune 500 lodging real estate company that currently owns or holds controlling interests in 122 upscale and luxury hotel properties primarily operated under premium brands, such as Marriott, The Ritz-Carlton, Hyatt, Four Seasons, SwissOtel and Hilton. For further information, please visit the Company's website at www.hostmarriott.com. -------------------- ###